February 17, 1999


VIA TELECOPY AND
AIRBORNE EXPRESS


Mr. Jim Arabia
President
Sybra, Inc.
9255 Towne Centre Drive
San Diego, CA  92121

Dear Jim:

        Sybra, Inc. ("Sybra") has advised FFCA Acquisition Corporation ("FFCA")
that Sybra desires to obtain financing for up to fifteen (15) new Arby's
restaurants (individually, a "Property" and collectively, the "Properties")
during the next eighteen (18) months. For certain Properties, Sybra desires to
enter into a build-to-suit sale-leaseback transaction with regard to the land,
fixtures and improvements (individually, a "Sale-Leaseback Transaction" and
collectively, the "Sale-Leaseback Transactions"). For up to seven (7) of the
Properties, Sybra desires to enter into a mortgage loan transaction
(individually, a "Mortgage Transaction" and collectively, the "Mortgage
Transactions") which may involve land (the "Land") leased by Sybra pursuant to a
long term ground lease (individually, a "Ground Lease Site" and collectively,
the "Ground Lease Sites") and which are secured by a first lien mortgage or deed
of trust, as determined by FFCA, on the building and other improvements
(collectively, the "Improvements") (individually, a "Mortgage Loan" and
collectively the "Mortgage Loans") and Sybra's leasehold interest in the Land.
Additionally, at the time of the final construction draw (the "Final
Disbursement") of each Sale-Leaseback Transaction or Mortgage Transaction, Sybra
also desires to obtain an equipment loan (individually an "Equipment Loan" and
collectively, the "Equipment Loans") secured by a first lien security interest
in the furniture, equipment and other trade fixtures at each Property
(collectively, the "Equipment") or at Sybra's discretion, it may choose to
obtain equipment financing from another lending source.

        Upon Sybra's acceptance of this commitment letter (this "Commitment"),
FFCA commits to make to Sybra (i) up to a total of fifteen (15) Mortgage Loans
and Sale-Leaseback Transactions, and (ii) up to fifteen (15) Equipment Loans,
all on the terms set forth in this Commitment (individually, a "Transaction" and
collectively, the "Transactions").

                                       1
<PAGE>

A.  Basic Commitment Terms.

Background:           This Commitment outlines certain basic terms and
                      conditions of the Transactions; however, it is not meant
                      to define all of the terms and conditions of the
                      Transactions, which will be set forth more fully in a
                      separate term sheet (the "Term Sheet") and the final
                      documentation for each Transaction. The Transactions are
                      subject to, among other things, the approval by FFCA's
                      in-house site review and valuation department of the
                      Properties and the Loan Amount or Purchase Price (as
                      defined below), as applicable, Sybra's compliance with
                      all of the requirements set forth in this Commitment and
                      the receipt by FFCA of all documents and other
                      information requested by FFCA and its counsel.

Acceptance:           Sybra may accept this Commitment by signing and
                      returning a copy of this Commitment, together with a
                      check for the Fee (as defined below), to FFCA within 10
                      days of the date hereof.

Fee:                  Sybra shall pay FFCA a $45,000.00 fee for this Commitment.

Refundability         Although the Fee shall be nonrefundable and fully earned
of Fee:               when received by FFCA, all or part of the Fee may be
                      applied to the Property Commitment Fees as described in
                      the Property Commitment Fee Sections below.

Transaction
Processing:           Sybra will notify FFCA as soon as Sybra has identified a
                      Property. Such notice shall include a copy of the
                      proposed purchase agreement, a description of the
                      Property, including the proposed improvements, a budget
                      for the proposed improvements, a description and cost
                      estimate for the Equipment, notice to FFCA of whether
                      the proposed Transaction will be a Mortgage Loan or
                      Sale-Leaseback Transaction and any other documents and
                      information available regarding the Property (the
                      "Property Notice"). Upon receipt of the Property Notice,
                      FFCA's in-house site review and inspection department
                      will inspect the Property identified by Sybra. If the
                      identified Property is

<PAGE>

                      approved by FFCA, FFCA will prepare a Term Sheet in the
                      form attached hereto as Exhibit A outlining the specific
                      terms and conditions upon which FFCA --------- would be
                      willing to enter into the Transaction. FFCA will not
                      order a title insurance commitment or instruct its
                      counsel to begin preparing any of the documentation,
                      until Sybra has accepted the Term Sheet and returned it
                      to FFCA.

Commitment            Term: The term of this Commitment shall commence on the
                      date this Commitment is accepted and automatically
                      expire and be of no further force or effect eighteen
                      (18) months after its effective date. Any Property
                      Notice received by FFCA after such date shall be
                      ineffective.

Transaction Amount
Cap:                  Notwithstanding anything herein to the contrary, in no
                      event shall FFCA be obligated to fund a Transaction
                      where the sum of (i) the Purchase Price and the
                      Equipment Loan Amount for a Property (including financed
                      soft costs and closing costs) exceeds $1,100,000.00 or
                      (ii) the Mortgage Loan Amount and the Equipment Loan
                      Amount for a Ground Lease Site exceeds $1,100,000.00,
                      less the ground lease base rent for the first year of
                      the term of the ground lease divided by 10.0%.

B.  Basic Sale-Leaseback Transaction.

(a) Basic Sale Terms.

Property Commitment
Fee:                  For each Sale-Leaseback Transaction, Sybra shall pay
                      FFCA an underwriting and processing fee equal to the sum
                      of one percent (1%) of the sum of the Purchase Price,
                      the Development Price and the Equipment Loan Amount.
                      Sybra shall be entitled to a $3,000.00 credit towards
                      the Property Commitment Fee owing under each Term Sheet.
                      One-half of the balance of the Property Commitment Fee
                      shall be due upon Sybra's acceptance of a Term Sheet;
                      the balance of the Property Commitment Fee shall be due
                      at the Closing.

<PAGE>

Documentation:        FFCA's counsel will submit to Sybra FFCA's proposed form
                      of build-to-suit sale-leaseback agreement.

Title to Properties:  Title to each Property shall be conveyed to FFCA by a
                      general warranty deed, free and clear of all liens and
                      encumbrances, except those approved by FFCA.

Purchase Price:       The Purchase Price of the Land shall be the sum of (i)
                      the fair market value of the Land, as such amount is
                      determined by FFCA's in-house site review and valuation
                      department, (ii) the Property Commitment Fee, and (iii)
                      such other transaction costs as FFCA may approve in its
                      reasonable discretion.

Closing Costs:        Sybra shall pay FFCA's reasonable in-house site review
                      and valuation expenses, FFCA's reasonable attorneys'
                      fees, Sybra's attorneys' fees, the cost of the phase I
                      environmental reports or environmental insurance, soils
                      reports, and all other reasonable closing costs,
                      including, without limitation, all title insurance
                      premiums, transfer taxes, stamp taxes, transfer, escrow
                      and recording fees, real estate taxes and assessments,
                      and survey fees.

Sale Contingency:     The closing of the purchase and lease transactions
                      comprising each Sale-Leaseback Transaction are not
                      severable and the closing of the purchase transaction
                      shall be conditioned upon the close of the lease
                      transaction.

(b) Basic Lease Terms.

Documentation:        For each Transaction involving a Sale-Leaseback
                      Transaction, FFCA's counsel will prepare and submit to
                      Sybra FFCA's proposed form of disbursement agreement
                      ("Disbursement Agreement"), lease ("Lease"), Memorandum
                      of Lease and UCC-1 Financing Statements. Each Lease
                      shall (i) contain such representations, warranties,
                      covenants and agreements as are usual and customary in
                      transactions of this type, and (ii) provide that (a)
                      Sybra shall be responsible for all maintenance,
                      utilities, insurance, taxes, assessments and other
                      expenses associated with the Property, (b) Sybra shall
                      not assign, mortgage or

<PAGE>

                      pledge its interest in the Lease without FFCA's consent,
                      which shall not be unreasonably withheld, delayed or
                      conditioned, (c) the Property shall be operated as an
                      Arby's restaurant, and (d) Sybra shall indemnify FFCA
                      against all claims, suits and costs whatsoever relating
                      to the Property.

Development Price:    After FFCA purchases the land, FFCA will fund the sum of
                      (i) the actual and reasonable hard costs incurred to
                      construct the improvements as determined by FFCA's
                      in-house site inspection department, and (ii) Sybra's
                      actual and reasonable out-of-pocket soft costs relating
                      to the construction of the improvements as may be
                      approved as to category and amount by FFCA, in its
                      reasonable discretion.

Basic Construction
Funding Terms:        The Disbursement Agreement shall provide that FFCA will
                      agree to fund the Development Price in progress payments
                      through the title company, and Sybra will agree to
                      complete the improvements as provided therein.

Lease Term:           Approximately nineteen (19) years and six (6) months
                      with two (2) successive five-year extension options.

Base Annual Rental:   Prior to the date of the Final Disbursement (the "Final
                      Disbursement Date"), the sum of (i) the greater of (a)
                      10.0% or (b) the 30-day London Interbank Offered Rate
                      then in effect plus 3.50%, of the Purchase Price
                      multiplied by a fraction, the numerator of which will be
                      the actual number of days between the Closing Date and
                      the Final Disbursement Date, and the denominator of
                      which will be 365, and the sum of (ii) the greater of
                      (a) 10.0% or (b) the 30-day London Interbank Offered
                      Rate then in effect plus 3.50%, of each portion of the
                      Development Price (as defined above) outstanding between
                      the Closing Date and the Final Disbursement Date
                      multiplied by a fraction, the numerator of which will be
                      the actual number of days between the date that each
                      portion of the Development Price was advanced by FFCA
                      and the Final Disbursement Date and the denominator of
                      which will be 365 (collectively, the "Interim Rental"),
                      which amount shall not be paid by Sybra prior to the
                      First Disbursement Date but shall


<PAGE>

                      accrue from and after the date the Arby's restaurant
                      opens for business and be capitalized in the Lease on
                      the Final Disbursement Date pursuant to the Lease
                      Amendment. After the date the Arby's restaurant opens
                      for business, an amount equal to the greater of (a)
                      10.0% of the sum of the Purchase Price and the
                      Development Price or (b) the 10-year U.S. Treasury Note
                      Rate in effect 10 days prior to the date that FFCA
                      initially anticipates the Final Disbursement Date to
                      occur (which date shall be established by a letter from
                      FFCA to Sybra) plus 4.50%, times the sum of the Purchase
                      Price and the Development Price, which amount shall be
                      payable in equal monthly installments on the first day
                      of each month following the month in which the Final
                      Disbursement is made.

Base Annual Rental    
Increases:            Commencing with the second anniversary of the completion
                      of the construction of the improvements, and continuing
                      every two years thereafter during the Lease Term, the
                      Base Annual Rental shall increase by the lesser of (i)
                      4.04% or (ii) the average increase in the U.S. Consumer
                      Price Index during the previous two years times 3 (which
                      increases shall be compounded).

Purchase Option:      Sybra shall have the option during the ninety (90) days
                      immediately preceding the 10th and 20th anniversaries of
                      the Lease and, if applicable, during the ninety-day
                      periods immediately preceding the end of the first and
                      second extension terms, to purchase the Property for the
                      greater of (i) its fair market value, or (ii) the sum of
                      FFCA's total investment in the Property.


C.  Basic Mortgage Loan Terms.

Property Commitment
Fee:                  For each Transaction involving a Mortgage Loan, Sybra
                      shall pay FFCA an underwriting and processing fee equal
                      to one percent (1%) of the sum of the Loan Amount and
                      the Equipment Loan Amount. Sybra shall be entitled to a
                      $3,000.00 credit towards the Property Commitment Fee
                      owing under each Term Sheet. One-half of the balance of
                      the Property Commitment Fee shall be due upon Sybra's
                      acceptance of a Term

<PAGE>

                      Sheet; the balance of the Property Commitment Fee shall
                      be due at the Closing.

Documentation:        Prior to Closing, FFCA shall provide Sybra with FFCA's
                      proposed form of promissory note ("Note"), loan
                      agreement ("Loan Agreement"), mortgage or deed of trust,
                      as determined by FFCA, and security agreement ("Deed of
                      Trust"), assignment of leases and rents, environmental
                      indemnity, UCC-1 financing statements, disbursement
                      agreement (the "Disbursement Agreement") and such other
                      documents as may be reasonably required by FFCA or the
                      title company (collectively, the "Loan Documents"). Each
                      Deed of Trust shall (a) grant FFCA a first priority lien
                      against the Property, (b) contain such representations,
                      warranties, covenants and agreements as are customary in
                      loan transactions of this type, (c) provide that Sybra
                      will indemnify FFCA against all claims, suits and costs
                      whatsoever relating to the Property, (d) provide that
                      Sybra shall be responsible for all maintenance,
                      utilities, insurance, taxes, assessments and other
                      expenses associated with the Property, (e) provide that
                      the Property be operated as an Arby's restaurant, and
                      (f) provide that the Property shall not be sold, leased,
                      or further encumbered without the prior written consent
                      of FFCA. At the Closing, with respect to each Property,
                      Sybra shall (i) provide FFCA with proof of insurance
                      relating to the Property, (ii) provide FFCA with a
                      satisfactory title insurance commitment, ALTA as-built
                      survey, phase I environmental report and/or
                      environmental insurance, opinion of counsel, non-foreign
                      certificate, and (iii) execute the Loan Documents.

Loan Amount:          Subject to the Transaction Amount Cap set forth above,
                      the sum of (i) the fair market value of the Land as
                      determined by FFCA's in-house site inspection and review
                      department, (ii) the actual and reasonable cost to
                      construct the improvements, as determined by FFCA's
                      in-house site inspection and review department, (iii)
                      the Property Commitment Fee, and (iv) such soft costs
                      and closing costs as FFCA may approve in its reasonable
                      discretion.

<PAGE>

Development Price:    After Sybra purchases the Land, FFCA will fund the sum
                      of (i) the actual and reasonable hard costs incurred to
                      construct the improvements as determined by FFCA's
                      in-house site inspection department, and (ii) Sybra's
                      actual and reasonable out-of-pocket soft costs relating
                      to the construction of the improvements as may be
                      approved as to category and amount by FFCA, in its
                      reasonable discretion.

Basic Construction
Funding Terms:        The Disbursement Agreement shall provide that FFCA will
                      agree to fund the Development Price in progress payments
                      through the title company, and Sybra will agree to
                      complete the improvements as provided therein.

Note Terms:           During the construction period, interest shall accrue at
                      a variable rate equal to the 30-day London Interbank
                      Offered Rate then in effect plus 3.50%; thereafter,
                      interest shall accrue at an annual rate equal to the
                      greater of (i) 9.25% or (ii) the 10-year U.S. Treasury
                      Note Rate in effect 10 days prior to the date that FFCA
                      initially anticipates the Final Disbursement to occur
                      (which date shall be established by a letter from FFCA
                      to Sybra) plus 4.25%. Principal and interest shall be
                      paid in equal monthly installments due on the first day
                      of each month based upon a twenty (20) year term and
                      amortization schedule or such shorter term as may be
                      required by FFCA to ensure that the term of the Ground
                      Lease (including all renewals) exceeds the term of the
                      Mortgage Loan by at least five (5) years.

Prepayment:           Subject to the terms of the Fixed Charge Coverage
                      paragraph below, the Note may not be prepaid in whole or
                      in part during the first five years of the term of the
                      Note. Thereafter, Sybra may prepay the Note, in whole
                      but not in part, on any regularly scheduled payment
                      date; provided, however, any prepayment during the sixth
                      year of the term of the Mortgage Loan shall include a
                      prepayment premium equal to 5% of the then outstanding
                      amount of the loan; any prepayment during the seventh
                      year of the term of the Mortgage Loan shall

<PAGE>

                      include a prepayment premium equal to 4% of the then
                      outstanding amount of the loan; any prepayment during
                      the eighth year of the term of the Mortgage Loan shall
                      include a prepayment premium equal to 3% of the then
                      outstanding amount of the loan; any prepayment during
                      the ninth year of the term of the Mortgage Loan shall
                      include a prepayment premium equal to 2% of the then
                      outstanding amount of the loan; and any prepayment
                      during the tenth year of the term of the Mortgage Loan
                      shall include a prepayment premium equal to 1% of the
                      then outstanding amount of the loan.

Fixed Charge Coverage
Ratio:                Prior to a Securitization (as defined below) of any of
                      the Mortgage Loans, Sybra will maintain an annual fixed
                      charge ratio, tested on a consolidated basis as to all
                      of the Properties subject to the Mortgage Loans that are
                      being securitized equal to or greater than 1.3:1 (the
                      "SFCCR"). FFCA will notify Sybra as to the actual date
                      for the calculation of the SFCCR (the "SFCCR Calculation
                      Date") at least 60 days prior to the SFCCR Calculation
                      Date. The SFCCR Calculation Date shall be no more than
                      30 days prior to the anticipated date of the
                      Securitization. In calculating the SFCCR, FFCA will use
                      actual performance data for any Properties that have
                      been operated for more than 4 months as of the SFCCR
                      Calculation Date. For any Properties that have been
                      operated for less than 4 months as of the SFCCR
                      Calculation Date, FFCA shall use pro forma data to
                      calculate the SFCCR. FFCA will not exclude from any
                      Securitization any of the fully funded Mortgage Loans in
                      FFCA's inventory if the exclusion of the Mortgage Loan
                      causes the SFCCR on the remaining Mortgage Loans to be
                      lower than 1.30:1. Furthermore, the FCCR Calculation
                      Date for any Property shall be no more than one year
                      after the date that the Mortgage Loan for such Property
                      was fully funded. The Loan Documents shall further
                      provide that after the Mortgage Loan has been
                      securitized, Sybra shall maintain an annual fixed charge
                      coverage ratio, tested on a consolidated basis as to all
                      of Sybra's Arby's restaurants, equal to or greater than
                      1.3:1, with such ratio to be calculated as of each
                      fiscal year end of Sybra ("FCCR"). Both the SFCCR and
                      the FCCR shall be calculated in accordance with the
                      following formula:

<PAGE>

                      The ratio of the sum of:

                            1. Net income according to GAAP (after income tax);
                               plus

                            2. Income tax; plus

                            3. Interest expense, plus

                            4. All non-cash charges including depreciation and
                               amortization; plus

                            5. All corporate and regional overhead (defined as
                               non-store level general and administrative
                               expense consistent with the method of accounting
                               used for Sybra's 1997 audited report, including,
                               but not limited to, expenses related to
                               automobiles, administrative fees, legal,
                               accounting and other professional services,
                               office supplies, travel and entertainment; plus
                          
                            6. 7. Non-recurring expenses; minus

                            7. A standardized management fee representing 2.0%
                               of gross sales for any 12 month period; plus

                            8. Rent expense (defined as building and ground
                               operating lease expense, plus percent rent, plus
                               capitalized building lease expense (net of
                               principal and interest), minus rent on regional
                               and corporate offices and inactive units);

                      To the sum of:

                            1. All corporate debt service for the period being
                               measured (interest and required principal
                               payments during such period); plus

                            2. Rent expense as defined above in number 8 above;
                               plus

<PAGE>

                            3. Interest and required principal payments on all
                               Capital Lease obligations during such period.

                      If Sybra does not achieve either the required SFCCR or
                      the FCCR within 30 days following notice from FFCA,
                      Sybra shall be required to cure such failure through one
                      of the following remedies: (i) pay off the Mortgage
                      Loan(s) on the poorest performing Property or
                      Properties, (ii) prepay the Mortgage Loan(s) on the
                      poorest performing Property or Properties by an amount
                      sufficient to raise the ratio to the required level and
                      the corresponding Note or Notes shall be amended to
                      reamortize the remaining payments due thereunder, (iii)
                      substitute the poorest performing Properties with
                      similar Properties upon terms that are mutually
                      acceptable to the parties, or (iv) pay off the Notes on
                      the poorest performing Properties and enter into a
                      sale-leaseback transaction with FFCA on terms and
                      conditions that are mutually satisfactory to the
                      parties.


Closing Costs:        Sybra shall pay its attorneys' fees, FFCA's reasonable
                      in-house site inspection expenses, FFCA's reasonable
                      attorneys' fees, the cost of the phase I environmental
                      report and/or environmental insurance, and all other
                      reasonable Mortgage Loan closing costs, including,
                      without limitation, all mortgage and stamp taxes,
                      construction consultant fees, soil report expenses,
                      disbursement agent costs, survey expenses, title
                      insurance premiums, and escrow, filing and recording
                      fees.

D.  Basic Equipment Loan Terms.

Documentation:        FFCA's counsel will prepare and submit to Sybra the form
                      of equipment note (the "Equipment Note"), equipment loan
                      agreement (the "Equipment Loan Agreement"), security
                      agreement (the "Security Agreement") and UCC-1 Financing
                      Statements proposed by FFCA. The Security Agreement
                      shall grant FFCA a first priority security interest in
                      the Equipment, and the Equipment Loan Agreement shall
                      (i) contain such representations, warranties, covenants
<PAGE>

                      and agreements as are customary in loan transactions of
                      this type, and (ii) provide that Sybra will indemnify
                      FFCA against all claims, suits and costs whatsoever
                      relating to any breach of Sybra's representations and
                      warranties. At the Equipment Loan closing, Sybra shall
                      (i) provide FFCA with proof of insurance and copies of
                      all bills of sale, invoices and purchase agreements
                      relating to the Equipment, and (ii) execute the
                      Equipment Note, the Equipment Loan Agreement, the
                      Security Agreement, the UCC-1 financing statements and
                      such other documents as may be reasonably required by
                      FFCA or the title company (collectively, the "Equipment
                      Loan Documents").

Equipment
Loan Amount:          The actual and reasonable cost of the Equipment at each
                      Property, but in no event shall such cost exceed the sum
                      of $150,000.00 per Property.

Note Terms:           Interest shall accrue at the rate per annum equal to the
                      greater of (i) 9.25% or (ii) the 10-year U.S. Treasury
                      Note Rate in effect 10 days prior to the date that FFCA
                      initially anticipates the Final Disbursement to occur
                      (which date shall be established by a letter from FFCA
                      to Sybra) plus 4.25%. Principal and interest shall be
                      paid in equal monthly installments due on the first day
                      of each month based on a seven (7) year amortization
                      schedule.

Prepayment:           Sybra may not prepay any Note in whole or in part during
                      the first four (4) years thereof; thereafter, Sybra may
                      prepay the Note in whole only on any regularly scheduled
                      payment date; provided, however, any prepayment during the
                      fifth year of the term of the Equipment Loan shall
                      include a prepayment premium equal to 3% of the then
                      outstanding amount of the Equipment Loan; any prepayment
                      during the sixth year of the term of the Equipment Loan
                      shall include a prepayment premium equal to 2% of the
                      then outstanding amount of the Equipment Loan; and any
                      prepayment during the seventh year of the term of the
                      Equipment Loan shall include a prepayment premium equal
                      to 1% of the then outstanding amount of the Equipment
                      Loan.

<PAGE>

Equipment Loan
Closing Date:         The Final Disbursement Date.

E.  Other Material Transaction Terms.

Ground Lease          Prior to the closing of any Transaction involving a Ground
Approval:             Lease Site, FFCA's Legal Department shall have received
                      and approved the related ground lease.

Financial Statements: Within forty-five days following the end of each quarter
                      during the Commitment Term, Sybra shall provide FFCA
                      with Sybra's financial statements for the preceding
                      quarter.

Non-Disclosure:       Neither Sybra nor FFCA shall make any public disclosure
                      of this Commitment or the transactions proposed by this
                      Commitment without the prior written consent of the
                      other party hereto, except as required by law or
                      judicial action.

Securitization:       The loan documents shall provide that FFCA may, at any
                      time, sell, transfer or assign any Note, Deed of Trust
                      and any of the other Loan Documents and Equipment Loan
                      Documents, and any or all servicing rights with respect
                      thereto (each, a "Transfer"), or grant participations
                      therein (each, a "Participation"), or complete an asset
                      securitization vehicle selected by FFCA, in accordance
                      with all requirements which may be imposed by the
                      investors or the rating agencies involved in such
                      securitized financing transaction, as selected by FFCA,
                      or which may be imposed by applicable securities, tax or
                      other laws or regulations, including, without
                      limitation, laws relating to FFCA's status as a real
                      estate investment trust (each, a "Securitization").
                      Sybra agrees to cooperate in good faith with FFCA in
                      connection with any Transfer, Participation and/or
                      Securitization, including, without limitation, (i)
                      providing such documents, financial and other data, and
                      other information and materials (the "Disclosures")
                      which would typically be required with respect to Sybra
                      by a purchaser, transferee, assignee, servicer,
                      participant, investor or rating agency involved with
                      respect to such Transfer, Participation and/or the
                      Securitization, as applicable; provided, however, Sybra
                      shall not be required to make Disclosures of any
                      confidential information or any information which has
                      not previously been made public unless required by

<PAGE>

                      applicable federal or state securities laws; and (ii)
                      amending the terms of the transactions evidenced by the
                      Loan Documents to the extent necessary so as to satisfy
                      the requirements of purchasers, transferees, assignees,
                      servicers, participants, investors or selected rating
                      agencies involved in any such Transfers, Participations
                      or Securitization, so long as such amendments would not
                      have a material adverse effect upon Sybra or the
                      transactions contemplated by this Commitment or make any
                      of the mortgage and equipment loan repayment or
                      covenants more burdensome on Sybra. Sybra consents to
                      FFCA providing the Disclosures, as well as any other
                      information which FFCA may now have or hereafter acquire
                      with respect to the Property or the financial condition
                      of Sybra, to each purchaser, transferee, assignee,
                      servicer, participant, investor or rating agency
                      involved with respect to each Transfer, Participation
                      and/or Securitization, as applicable. FFCA and Sybra
                      shall each pay their own attorneys fees and other
                      out-of-pocket expenses incurred in connection with the
                      performance of their respective obligations under this
                      Paragraph.

Cross-Default and
Cross-
Collateralization:    The Mortgage Loan Documents and Equipment Loan Documents
                      between FFCA and Sybra with respect to the Mortgage
                      Loans and the sale-leaseback documents with respect to
                      each Sale-Leaseback Transaction shall be cross-defaulted
                      and, in the case of each loan, cross-collateralized,
                      with all other loan agreements, notes, mortgages, deeds
                      of trust, leases and other agreements now or hereafter
                      entered into between (or, in the case of notes and
                      guaranties, in favor of) (i) FFCA, Franchise Finance
                      Corporation of America or any of its other subsidiaries
                      and affiliates, on the one hand, and (ii) Sybra or any
                      of its subsidiaries or affiliates, on the other hand.

F.  Other Matters.

        THE FOREGOING SUMMARY OF BASIC TERMS AND CONDITIONS IS NOT MEANT TO BE
NOR SHOULD IT BE CONSTRUED AS AN ATTEMPT TO DEFINE ALL OF THE TERMS AND
CONDITIONS REGARDING THE TRANSACTIONS. INSTEAD, IT IS INTENDED ONLY TO OUTLINE
CERTAIN BASIC POINTS OF THE BUSINESS UNDERSTANDING AROUND WHICH


<PAGE>

LEGAL DOCUMENTATION WILL BE STRUCTURED. THE OUTLINED TERMS AND CONDITIONS ARE
SUBJECT TO FINAL DOCUMENTATION SATISFACTORY TO ALL PARTIES AND COMPLETE LEGAL
REVIEW AND APPROVAL OF ALL PERTINENT MATTERS.

        This Commitment and the Transaction contemplated hereby, and the
obligation of FFCA to consummate the Transaction described in this Commitment
shall be subject to, in FFCA's reasonable judgment, there being no adverse
material change in (i) the financial condition of Sybra, or (ii) the capital
markets utilized by FFCA. Furthermore, this Commitment shall not be assignable
by Sybra or relied upon by any third party without the prior written consent of
FFCA, and shall be governed by the internal laws of the State of Arizona,
without giving effect to conflict of law principles. This Commitment may be
assigned by FFCA without the consent of Sybra. This Commitment (i) supersedes
any previous discussions, agreements and/or proposal/commitment letters relating
to the Transaction, including the commitment letter dated February 1, 1999, and
(ii) may only be amended by a written agreement executed by FFCA and Sybra. FFCA
reserves the right to cancel this Commitment in the event (i) Sybra has made any
misrepresentations or has withheld any information with regard to the
Transaction, or (ii) Sybra, or its subsidiaries or affiliates default on any of
their contractual obligations to FFCA or its affiliates.

        ANY ACTION ARISING OUT OF THIS COMMITMENT SHALL BE PROSECUTED ONLY IN
THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ARIZONA. FFCA AND SYBRA
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION
ARISING OUT OF THIS COMMITMENT. SYBRA WAIVES ANY RIGHT SYBRA HAS OR MAY HAVE TO
SEEK OR RECOVER FROM FFCA OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS AND
EMPLOYEES ANY AWARD OF SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH ANY DEFAULT BY FFCA UNDER THIS COMMITMENT.

<PAGE>

        Please indicate your acceptance of this Commitment by having a copy of
this Commitment signed and returned to FFCA to the attention of Margaret J.
Craft, FFCA Acquisition Corporation, 17207 North Perimeter Drive, Scottsdale,
Arizona 85255, together with a check in the sum of $45,000.00 payable to "FFCA
Acquisition Corporation", within ten (10) days from the date hereof or this
Commitment will automatically expire.

                                              FFCA Acquisition Corporation,
                                              a Delaware corporation

                                              /s/ Robert Roach

                                              Rob Roach
                                              Senior Vice President
                                              Corporate Finance



ACCEPTED AND AGREED TO on this 22nd day of February, 1999.

Sybra, Inc.,
a Michigan corporation


By /s/ James R. Arabia
  -----------------------------
Printed Name James R. Arabia
            -------------------
Title President & CEO
     --------------------------

<PAGE>

                                    EXHIBIT A

                                   TERM SHEET

        This Term Sheet is subject to the terms and conditions of that certain
commitment letter dated February 17, 1999, between FFCA Acquisition Corporation
("FFCA") and Sybra, Inc. ("Sybra") (the "Commitment Letter"). In the event of
any conflict between the provisions of the Commitment Letter and the terms of
this Term Sheet, the terms of the Commitment Letter shall prevail. Any
capitalized terms used herein without definition shall have the same meaning
given in the Commitment Letter.

Date:                                _____________________

Lender/Buyer:                        FFCA

Seller/ Borrower:                    _____________________

Property Location:                   _____________________

FFCA Store Number:                   _____________________

Type of Transaction (indicate one):  Sale-Leaseback _____  Mortgage Loan _____

Purchase Price:                      $_____________________ 

Loan Amount:                         $_____________________ 

Development Price:                   $_____________________ 

Property Commitment Fee:             $                     (including $3,000.00
                                      _____________________  Credit)

Base Annual Rental:
                                     Prior to the Final Disbursement Date, the
                                     sum of (i) the greater of (a) 10.0% or (b)
                                     the 30-day London Interbank Offered Rate
                                     then in effect plus 3.50%, of the Purchase
                                     Price multiplied by a fraction, the
                                     numerator of which will be the actual
                                     number of days between the Closing Date
                                     and the Final Disbursement
                                     Date, and the denominator of which will be
                                     365, and the sum of (ii) the greater of (a)
                                     10.0% or (b) the 30-day London Interbank
                                     Offered Rate then in effect plus 3.50%,
                                     of each portion of the Development Price
                                     (as defined above) outstanding between the
                                     Closing Date and the Final Disbursement
                                     Date multiplied by a fraction, the
                                     numerator of which will be the actual
                                     number of days between the date that each
                                     portion of the Development Price was
                                     advanced by FFCA and the Final Disbursement
                                     Date and the denominator of which will be
                                     365 (collectively, the "Interim Rental"),
                                     which amount shall not be paid by Sybra
                                     prior to

<PAGE>

                                     the First Disbursement Date but shall
                                     accrue from and after the date the
                                     Arby's restaurant opens for business and be
                                     capitalized in the Lease on the Final
                                     Disbursement Date pursuant to the Lease
                                     Amendment. After the date the Arby's
                                     restaurant opens for business, an amount
                                     equal to the greater of (a) 10.00% of the
                                     sum of the Purchase Price and the
                                     Development Price or (b) the 10-year U.S.
                                     Treasury Note Rate in effect 10 days prior
                                     to the date that FFCA initially anticipates
                                     the Final Disbursement to occur (which date
                                     shall be established by a letter from FFCA
                                     to Sybra) plus 4.50% times the sum of the
                                     Purchase Price and the Development Price,
                                     which amount shall be payable in equal
                                     monthly installments on the first day of
                                     each month following the month in which the
                                     Final Disbursement is made.
                        
Interest Rate:                       During the construction period, interest
                                     shall accrue at a variable rate equal to
                                     the 30-day London Interbank Offered Rate
                                     ("LIBOR") then in effect plus 3.50%.
                                     Thereafter, interest shall accrue at the
                                     rate per annum equal to the greater of (i)
                                     9.25% or (ii) the 10-year U.S. Treasury
                                     Note Rate in effect 10 days prior to the
                                     date that FFCA initially anticipates the
                                     Closing to occur (which date shall be
                                     established by a letter from FFCA to
                                     Sybra) plus 4.25%.

Equipment Loan Amount:               $_______________________  

Interest Rate:                       Interest shall accrue at the rate per
                                     annum equal to the greater of (i) 9.25% or
                                     (ii) the 10-year U.S. Treasury Note Rate in
                                     effect 10 days prior to the date that FFCA
                                     initially anticipates the Final
                                     Disbursement to occur (which date shall be
                                     established by a letter from FFCA to Sybra)
                                     plus 4.25%.

Outside Closing Date:                ________________________ 
<PAGE>

        It is expressly acknowledged that the Transaction is subject to
Seller/Borrower satisfying all of the conditions and requirements contained in
the Commitment Letter.

ACCEPTED AND AGREED TO this _____ day of _________________ , 1999.



FFCA ACQUISITION CORPORATION,                 SYBRA, INC.,
a Delaware corporation                        a Michigan corporation

By __________________________                 By _____________________________
Printed Name:  Rob Roach                      Printed Name:___________________
Title  Senior Vice President                  Title:__________________________